Common use of Assignment of Rents Clause in Contracts

Assignment of Rents. All Rents are hereby assigned to Lender to be applied against the Loan Obligations secured by this Mortgage in such order as Lender may elect; provided, however, that a revocable license is hereby given to Mortgagor (subject to the requirement that Lender approve any lease other than leases with residents of the Improvements), unless and until the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default, to collect and use such Rents as they become due and payable, but not in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rents, subject, however, to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action on the part of either party, and specifically, Lender shall be entitled, at its option upon the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default hereunder, to collect all such Rents whether or not Lender takes possession of the Property. Exercise by Lender of its rights under this Section, and the application of any such Rents to such Loan Obligations shall not cure or waive any Event of Default or notice of Event of Default hereunder or invalidate any act done pursuant hereto or any such notice, but shall be cumulative of all other rights and remedies. Mortgagor shall not, without the prior written consent of Lender, further assign the Rents that are assigned to Lender herein, and any such assignment without the express written consent of Lender shall be void as against Lender (except that assignment of Accounts shall be permitted to the extent provided in the Loan Agreement).

Assignment of Rents. All Rents are As additional security hereunder, the Trustor hereby assigned grants, bargains, conveys, assigns, transfers and sets over, and by these presents does grant, bargain, convey, assign, transfer and set over to Lender to be applied against the Loan Obligations secured by this Mortgage in such order Beneficiary, as Lender may electwell as the Trustee on behalf of the Beneficiary, all Rents, if any,; provided, however, that a revocable license is hereby given to Mortgagor (subject to the requirement that Lender approve any lease other than leases with residents of the Improvements), unless and until an Event of Default occurs, the breach of any covenant or condition of this Mortgage which is Trustor will have a license to collect and retain such Rents as and when, but not cured within any applicable cure period or before, the occurrence of any same shall become due and payable. Upon an Event of Default, the Beneficiary shall be immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and use without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, sue ▇▇▇ or otherwise collect such Rents. The Trustor hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as they become provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable, but not in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rents, subject, however, to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action on the part of either party, entering upon and specifically, Lender shall be entitled, at its option upon the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default hereunder, to collect all such Rents whether or not Lender takes taking possession of the Property. Exercise by Lender , the collection of its rights under this SectionRents, if any, and the application of any such Rents to such Loan Obligations thereof as aforesaid, shall not cure or waive any Event of Default or notice of Event of Default hereunder or default, if any, hereunder, nor invalidate any act done pursuant hereto or any to such notice, but shall be cumulative of all other rights and remedies. Mortgagor shall not, without the prior written consent of Lender, further assign the Rents that are assigned to Lender herein, and any such assignment without the express written consent of Lender shall be void as against Lender (notice except that assignment of Accounts shall be permitted to the extent provided that such default is fully cured. Failure or discontinuance of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the Loan Agreement)subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power or authority herein granted to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or option.

Assignment of Rents. All Rents are (a) Mortgagor hereby assigned presently, absolutely and unconditionally assigns to Lender to be applied against the Loan Obligations secured by this Mortgage in such order as Lender may elect; providedMortgagee, however, that a revocable license is hereby given to Mortgagor (subject to the requirement that Lender approve any lease other than leases with residents of the Improvements), unless and until the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default, to collect and use such Rents as they become due and payable, but not in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rents, subject, however, to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative effective without Mortgagee having to first take possession of the Property, all of Mortgagor's interests in any further action on and all present and future Occupancy Agreements and Rents, reserving unto Mortgagor the part of either partyright, and specifically, Lender shall be entitled, at its option upon the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or prior to the occurrence of any Event of Default hereunder(as defined in the Credit Agreement), to collect all and retain the Rents as they may become due and payable. Upon the occurrence of any Event of Default as defined in the Credit Agreement, such license reserved to Mortgagor shall be immediately revoked without further demand or notice, and any Rents, including those past due, unpaid or undetermined, may be collected by Mortgagee or its agent. In addition to any other actions which may be taken by Mortgagee to collect the Rents whether or not Lender takes in accordance herewith, Mortgagee may, at any time, by a receiver to be appointed by a court of competent jurisdiction in accordance with subsection 19(b) below, enter upon and take possession of said Property, or any part thereof, and exercise such rights and remedies as are provided by subsections 19(b) and 19(c) below including, without limitation, suing for or otherwise collecting the PropertyRents (including those past due or unpaid). Exercise by Lender All Rents collected hereunder, less costs and expenses of its rights operation and collection (including reasonable attorneys' fees), shall be applied towards satisfaction of the Secured Obligations, in such order as is required under this Sectionthe Credit Agreement. The collection of such Rents, and the application of any such Rents to such Loan Obligations thereof as aforesaid, shall not cure or waive constitute a waiver of any Event of Default default or notice of Event of Default default hereunder or invalidate any act done pursuant hereto to such notice. Mortgagor and Mortgagee intend that this assignment shall be a present, absolute and unconditional assignment, not an assignment for additional security only, and shall, immediately upon the execution hereof, subject to the license granted above, give Mortgagee, and its agent, the right to collect the Rents and to apply them as aforesaid. Nothing contained herein, nor any collection of Rents by Mortgagee, or its agent or a receiver, shall be construed to make Mortgagee: (i) a "Mortgagee-in-Possession" of the Property so long as Mortgagee has not itself entered into actual possession of the Property; (ii) responsible for performing any of the obligations of the lessor under any Occupancy Agreement; (iii) responsible for any waste committed by lessees or any such noticeother parties, but shall be cumulative any dangerous or defective condition of the Property, or any negligence in the management, upkeep, repair or control of the Property; or (iv) liable in any manner for the Property or the use, occupancy, enjoyment or operation of all other rights or any part of it (provided that this clause (iv) shall not act to relieve Mortgagee from liability resulting from the gross negligence or willful misconduct of Mortgagee). (b) Mortgagor hereby represents that there are no assignments or pledges of any leases of, or rentals or income from, said Property now in effect and remedies. Mortgagor shall notcovenants that, without until Credit Facility Termination (as defined in the prior written consent of LenderCredit Agreement), further assign the Rents that are assigned to Lender herein, and it will not make any such assignment without the express written consent of Lender shall be void as against Lender (except that assignment of Accounts shall be permitted or pledge to the extent provided in the Loan Agreement)anyone other than Mortgagee.

Assignment of Rents. All Rents are Grantor does hereby assigned absolutely and unconditionally assign, transfer and set over to Lender Noteholder all rents, income, receipts, revenues, issues and proceeds to be applied against derived from the Mortgaged Property, including, without limitation, the immediate and continuing right to collect and receive all of the rents, income, receipts, revenues, issues, profits and other sums of money that may now or at any time hereafter become due and payable to Grantor under the terms of any leases now or hereafter covering the Mortgaged Property, or any part thereof, including, but not limited to, minimum rents, additional rents, percentage rents, deficiency rents and liquidated damages following default, all proceeds payable under any policy of insurance covering the loss of rents resulting from untenantability caused by destruction or damage to the Mortgaged Property, and all of Grantor's rights to recover monetary amounts from any tenant in bankruptcy, including, without limitation, rights of recovery for use and occupancy and damage claims arising out of lease defaults, including rejections, under any Applicable Bankruptcy Law (as hereinafter defined), together with any sums of money that may now or at any time hereafter become due and payable to Grantor by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Mortgaged Property or any part thereof (collectively, the "Rents"); and all proceeds and other amounts paid or owing to Grantor under or pursuant to any and all contracts and bonds relating to the construction, erection or renovation of the Mortgaged Property; subject however to a license hereby granted by Noteholder to Grantor to collect and receive all of the foregoing (such license evidenced by Noteholder's acceptance of the Mortgage), subject to the terms and conditions hereof. Notwithstanding anything contained herein or in any of the other Loan Obligations secured by Documents to the contrary, the assignment in this Mortgage in such order as Lender may electParagraph is an absolute, unconditional and presently effective assignment and not merely a security interest; provided, however, that a revocable license is hereby given to Mortgagor (subject to the requirement that Lender approve any lease other than leases with residents of the Improvements), unless and until the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or upon the occurrence of any Event of Default, to collect and use such Rents a Default (as they become due and payable, but not in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rents, subject, however, to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action on the part of either party, and specifically, Lender shall be entitled, at its option upon the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default hereinafter defined) hereunder, such license shall automatically and immediately terminate and Grantor shall hold all Rents paid to collect all such Rents Grantor thereafter in trust for the use and benefit of Noteholder and Noteholder shall have the right, power and authority, whether or not Lender it takes possession of the Mortgaged Property. Exercise by Lender , to seek enforcement of any such lease, contract or bond and to demand, collect, receive, ▇▇▇ for and recover in its rights under this Sectionown name any and all of the above described amounts assigned hereby and to apply the sum(s) collected, first to the payment of expenses incident to the collection of the same, and the application balance to the payment of any such Rents to such Loan Obligations the Indebtedness; provided further, however, that Noteholder shall not cure be deemed to have taken possession of the Mortgaged Property except on the exercise of its option to do so, evidenced by its demand and overt act for such purpose. It shall not be necessary for Noteholder to institute any type of legal proceedings or waive take any Event of Default or notice of Event of Default hereunder or invalidate any act done pursuant hereto or any such notice, but shall be cumulative of all other rights and remedies. Mortgagor shall not, without action whatsoever to enforce the prior written consent of Lender, further assign the Rents that are assigned to Lender herein, and any such assignment without the express written consent of Lender shall be void as against Lender (except that assignment of Accounts shall be permitted to the extent provided provisions in the Loan Agreement)this Paragraph 3.1.

Assignment of Rents. All Rents are Mortgagor hereby assigned absolutely assigns and transfers to Lender Bank all the leases, rents, issues and profits of the Property (collectively "Rents"). Although this assignment is effective immediately, so long as no Default exists, Bank gives to be applied against and confers upon Mortgagor the Loan Obligations secured by this Mortgage in such order as Lender may elect; provided, however, that privilege under a revocable license is hereby given to collect as they become due, but not prior to accrual, the Rents and to demand, receive and enforce payment, give receipts, releases and satisfactions, and ▇▇▇ in the name of Mortgagor (subject for all such Rents. Mortgagor represents there has been no prior assignment of leases or Rents, and agrees not to the requirement that Lender approve further assign such leases or Rents. Upon any lease other than leases with residents of the Improvements), unless and until the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default, the license granted to collect Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor, and use such Rents as they become due Bank shall have the right, in its discretion, without notice, by agent or by a receiver appointed by a court, and payable, but not in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rents, subject, however, without regard to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action on the part of either party, and specifically, Lender shall be entitled, at its option upon the breach adequacy of any covenant or condition of this Mortgage which is not cured within any applicable cure period or security for the occurrence of any Event of Default hereunderObligations, (i) to collect all such Rents whether or not Lender takes enter upon and take possession of the Property. Exercise by Lender of , (ii) notify tenants, subtenants and any property manager to pay Rents to Bank or its rights under this Sectiondesignee, and upon receipt of such notice such persons are authorized and directed to make payment as specified in the application notice and disregard any contrary direction or instruction by Mortgagor, and (iii) in its own name, ▇▇▇ for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys' fees, to the Obligations in such order and manner as Bank may determine or as otherwise provided for herein. Bank’s exercise of any such Rents to such Loan Obligations one or more of the foregoing rights shall not cure or waive any Event of Default or notice of Event Default hereunder. Due on Sale or Further Encumbrance or Transfer of Default hereunder or invalidate any act done pursuant hereto or any such notice, but shall be cumulative of all other rights and remediesan Interest in Mortgagor. Mortgagor shall not, without Without the prior written consent of LenderBank in each instance, further assign Mortgagor shall not (i) sell, convey, transfer or encumber the Rents that are assigned Property, or any part thereof or interest therein, whether legal or equitable, (ii) cause or permit any transfer of the Property or any part thereof, whether voluntarily, involuntarily or by operation of law, or (iii) enter into any agreement or transaction to Lender hereintransfer, or accomplish in form or substance a transfer, of the Property. A "transfer" of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property ;and (c) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any such assignment without the express written Leases. Bank’s consent of Lender shall to any conveyance or encumbrance may be void as against Lender (except that assignment of Accounts shall be permitted to the extent provided conditioned upon an increase in the Loan Agreementinterest rate specified in the Notes (or other Obligations), an extension or curtailment of the maturity of the Obligations, or other modification of the Notes or this instrument.

Assignment of Rents. All Rents are The Mortgagor hereby assigned bargains, sells, assigns and sets over to Lender to the Mortgagee all rents, issues and profits of the Mortgaged Property, which, whether before or after foreclosure or during the period of redemption shall accrue and be applied against owing for the Loan Obligations secured by this Mortgage in such order as Lender may electuse and occupation of the Mortgaged Property or of any part thereof; provided, however, that a revocable license is until an Event of Default as hereinafter defined shall have occurred, the Mortgagee hereby given authorizes the Mortgagor to receive all such rents, issues and profits. For the purpose aforesaid the Mortgagor (subject does hereby constitute and appoint the Mortgagee its attorney in fact, irrevocably in its name, to receive, collect and receipt for all sums due or owing for such use and occupation, as the requirement that Lender approve any lease other than leases with residents of same may accrue. For the Improvements)purpose aforesaid, unless and until the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or upon the occurrence of any Event of Default, to collect and use such Rents as they become due and payable, but not in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rents, subject, however, to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action on the part of either party, and specifically, Lender shall be entitled, at its option upon the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default hereunder, to collect all such Rents whether or not Lender takes the Mortgagee may enter and take possession of the Mortgaged Property and manage and operate the same and take any action which, in the Mortgagee’s judgment, is necessary or proper to conserve the value of the Mortgaged Property. Exercise by Lender The right to enter and take possession of its rights under this Sectionthe Mortgaged Property, to manage, operate and conserve the same, and to collect the application of any such Rents to such Loan Obligations shall not cure or waive any Event of Default or notice of Event of Default hereunder or invalidate any act done pursuant hereto or any such noticerents, but issues and profits thereof, shall be cumulative of in addition to all other rights and remedies. Mortgagor shall not, without or remedies of the prior written consent of Lender, further assign the Rents that are assigned to Lender hereinMortgagee hereunder or afforded by law, and may be exercised concurrently therewith or independently thereof. The expense (including any such assignment without receiver’s fees, attorney’s fees, costs and agent’s compensation) incurred pursuant to the express written consent of Lender powers herein contained shall be void as against Lender (except that assignment of Accounts secured hereby, shall be permitted payable by the Mortgagor upon demand. The Mortgagee shall not be liable to account to the extent provided in Mortgagor for any action taken pursuant hereto other than to account for any rents actually received by the Loan Agreement)Mortgagee.

Assignment of Rents. All Rents are Mortgagor hereby assigned absolutely, presently and unconditionally assign and transfers to Lender Mortgagee all the income, rents, royalties, revenue, issues, profits, and proceeds of the Mortgaged Property, whether now due, past due or to be applied against become due, and hereby gives to and confers upon Mortgagee the right, power and authority to collect such income, rents, royalties, revenue, issues, profits and proceeds. Subject to the terms of the Loan Obligations secured by this Mortgage Documents, ▇▇▇▇▇▇▇▇▇ irrevocably appoint Mortgagee their true and lawful attorney effective upon the occurrence and continuance of an Event of Default hereunder at the option of Mortgagee at any time to demand, receive, and enforce payment, to give receipts, releases, and satisfactions and to sue, either in the name of either of Mortgagor or in the name of Mortgagee, for all such order as Lender may elect; providedincome, howeverrents, that a revocable license is hereby given to Mortgagor (subject royalties, revenue, issues, profits and proceeds and apply the same to the requirement that Lender approve any lease other than leases with residents repayment of the Improvements)indebtedness secured hereby. It is understood and agreed that the foregoing assignment of income, rents, royalties, revenue, issues, profits and proceeds to Mortgagee shall not be deemed to make Mortgagee a “mortgagee-in-possession” or otherwise responsible or liable in any manner with respect to the Mortgaged Property or the use, occupancy, enjoyment or operation of all or any portion thereof, unless and until Mortgagee, in person or by agent, assumes actual possession thereof, nor shall appointment of a receiver for the breach Mortgaged Property by any court at the request of any covenant Mortgagee or condition of this Mortgage which is not cured within any applicable cure period by agreement with Mortgagor or the occurrence of any Event of Default, to collect and use such Rents as they become due and payable, but not in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rents, subject, however, to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action on the part of either party, and specifically, Lender shall be entitled, at its option upon the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default hereunder, to collect all such Rents whether or not Lender takes entering into possession of the Property. Exercise by Lender of its rights under this Section, and the application of any such Rents to such Loan Obligations shall not cure or waive any Event of Default or notice of Event of Default hereunder or invalidate any act done pursuant hereto Mortgaged Property or any part thereof by such noticereceiver be deemed to make Mortgagee a “mortgagee-inpossession” or otherwise responsible or liable in any manner with respect to the Mortgaged Property or the use, but shall be cumulative occupancy, enjoyment or operation of all other rights and remedies. Mortgagor shall not, without the prior written consent of Lender, further assign the Rents that are assigned to Lender herein, and or any such assignment without the express written consent of Lender shall be void as against Lender (except that assignment of Accounts shall be permitted to the extent provided in the Loan Agreement)portion thereof.

Assignment of Rents. All Rents are Grantor does hereby assigned absolutely and unconditionally assign, transfer and set over to Lender Noteholder all rents, income, receipts, revenues, issues, profits and proceeds to be applied against derived from the Mortgaged Property, including, without limitation, the immediate and continuing right to collect and receive all of the rents, income, receipts, revenues, issues, profits and other sums of money that may now or at any time hereafter become due and payable to Grantor under the terms of any leases now or hereafter covering the Mortgaged Property, or any part thereof, including, but not limited to, minimum rents, additional rents, percentage rents, deficiency rents and liquidated damages following default, all proceeds payable under any policy of insurance covering the loss of rents resulting from untenantability caused by destruction or damage to the Mortgaged Property, and all of Grantor's rights to recover monetary amounts from any tenant in bankruptcy, including, without limitation, rights of recovery for use and occupancy and damage claims arising out of lease defaults, including rejections, under any Applicable Bankruptcy Law (as hereinafter defined), together with any sums of money that may now or at any time hereafter become due and payable to Grantor by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Mortgaged Property or any part thereof (collectively, the "RENTS"); and all proceeds and other amounts paid or owing to Grantor under or pursuant to any and all contracts and bonds relating to the construction, erection or renovation of the Mortgaged Property; subject however to a license hereby granted by Noteholder to Grantor to collect and receive all of the foregoing (such license evidenced by Noteholder's acceptance of the Mortgage), subject to the terms and conditions hereof. Notwithstanding anything contained herein or in any of the other Loan Obligations secured by Documents to the contrary, the assignment in this Mortgage in such order as Lender may electParagraph is an absolute, unconditional and presently effective assignment and not merely a security interest; provided, however, that upon the occurrence of a revocable license is hereby given to Mortgagor Default (subject to the requirement that Lender approve any lease other than leases with residents of the Improvements), unless and until the breach of any covenant as hereinafter defined) hereunder or condition of this Mortgage which is not cured within any applicable cure period or upon the occurrence of any Event event or circumstance which with the lapse of Default, to collect and use such Rents as they become due and payable, but not in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rents, subject, however, to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action on the part of either party, and specifically, Lender shall be entitled, at its option upon the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period time or the occurrence giving of any Event of notice or both would constitute a Default hereunder, such license shall automatically and immediately terminate and Grantor shall hold all Rents paid to collect all such Rents Grantor thereafter in trust for the use and benefit of Noteholder and Noteholder shall have the right, power and authority, whether or not Lender it takes possession of the Mortgaged Property. Exercise by Lender , to seek enforcement of any such lease, contract or bond and to demand, collect, receive, sue for and recover in its rights under this Sectionown name any and all of the above described amounts assigned hereby and to apply the sum(s) collected, first to the payment of expenses incident to the collection of the same, and the application balance to the payment of any such Rents to such Loan Obligations the Indebtedness; provided further, however, that Noteholder shall not cure be deemed to have taken possession of the Mortgaged Property except on the exercise of its option to do so, evidenced by its demand and overt act for such purpose. It shall not be necessary for Noteholder to institute any type of legal proceedings or waive take any Event of Default or notice of Event of Default hereunder or invalidate any act done pursuant hereto or any such notice, but shall be cumulative of all other rights and remedies. Mortgagor shall not, without action whatsoever to enforce the prior written consent of Lender, further assign the Rents that are assigned to Lender herein, and any such assignment without the express written consent of Lender shall be void as against Lender (except that assignment of Accounts shall be permitted to the extent provided provisions in the Loan Agreement)this Paragraph 3.1.

Assignment of Rents. All Rents are As part of the consideration for the indebtedness evidenced by the Note, Trustor hereby assigned absolutely and unconditionally assigns and transfers to Lender all the rents, issues, profits and revenues (including all security deposits) of the Mortgaged Property, whether now due, past due, or to be applied against become due by virtue of that certain lease or leases more fully described in Exhibit “B” hereto, and under any other lease or other agreement for the Loan Obligations secured by this Mortgage in occupancy or use of all or any part of the Mortgaged Property, regardless of to whom the rents, issues, profits and revenues of the Mortgaged Property are payable (the "Rents"). Trustor hereby authorizes Lender or Lender's agents to collect the aforesaid rents, issues, profits and revenues, and hereby directs each tenant of the Mortgaged Property to pay such order as rents, issues, profits and revenues to Lender may elector Lender's agents; provided, however, that a revocable license is hereby prior to written notice given by Lender to Mortgagor (subject to the requirement that Lender approve any lease other than leases with residents Trustor of the Improvements), unless and until the breach by Trustor of any covenant or condition agreement of Trustor in this Mortgage which is not cured within Deed of Trust or under any applicable cure period or of the occurrence of any Event of DefaultLoan Documents, Trustor shall have the right to collect and use receive all rents, issues, profits and revenues of the Mortgaged Property as trustee for the benefit of Lender and Trustor, to apply the rents, issues, profits and revenues so collected to the sums secured by this Deed of Trust in the order provided in the Note with the balance, so long as no such Rents breach has occurred, to the account of Trustor, it being intended by Trustor and Lender that this assignment of rents, issues, profits and revenues constitutes an absolute assignment and not an assignment for additional security only. Upon delivery of written notice by Lender to Trustor of the breach by Trustor of any covenant or agreement of Trustor in this Deed of Trust or under any of the other Loan Documents, and without the necessity of Lender entering upon and taking and maintaining full control of the Mortgaged Property in person, by agent or by a court-appointed receiver, Lender shall immediately be entitled to possession of all rents, issues, profits and revenues and shall have paid over to it all tenant deposits with a full accounting thereof relating to the Mortgaged Property as they specified in this Section 4.1 as the same become due and payable, including but not in advance thereof. This Mortgage constitutes an absolute limited to rents then due and present assignment unpaid, and all such rents, issues, profits and revenues shall immediately, upon delivery of such notice, be held by Trustor as trustee for the Rents, subjectbenefit of Lender only; provided, however, that the written notice by Lender to Trustor of the conditional breach by Trustor shall contain a statement that Lender exercises its rights to such rents, issues, profits and revocable license given revenues. Trustor agrees that commencing upon delivery of such written notice of Trustor's breach by Lender to Mortgagor Trustor, each tenant of the Mortgaged Property shall make such rents, issues, profits and revenues payable to collect and use pay such rents, issues, profits and revenues to Lender or Lender's agents on Lender's written demand to each tenant therefor, delivered to each tenant personally, by mail or by delivering such demand to each tenant's premises on the same as provided hereinabove. The foregoing assignment shall be fully operative Mortgaged Property, without any further action liability on the part of either partysaid tenant to inquire further as to the existence of a default by Trustor. Trustor hereby covenants that Trustor has not executed any prior assignment of said rents, issues, profits and revenues, except as set forth on the title insurance policy insuring Lender's interest in the Mortgaged Property, that Trustor has not performed, and specificallyshall not perform, any acts, or has not executed, and shall not execute, any instrument which would prevent Lender shall be entitled, at its option upon the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default hereunder, to collect all such Rents whether or not Lender takes possession of the Property. Exercise by Lender of from exercising its rights under this SectionSection 4.1, and that at the application time of execution of this Deed of Trust there has been no anticipation or prepayment of any of the rents, issues, profits and revenues of the Mortgaged Property for more than one (1) month prior to the due dates of such Rents to such Loan Obligations rents, issues, profits and revenues. Trustor covenants that Trustor shall not cure hereafter collect or waive accept payment of any Event rents, issues, profits and revenues of Default or notice the Mortgaged Property more than one (1) month prior to the due dates of Event of Default hereunder or invalidate any act done pursuant hereto or any such noticerents, but shall be cumulative of all other rights issues, profits and remedies. Mortgagor shall notrevenues, without the prior written consent of Lender, in its sole and absolute discretion. Trustor further assign the Rents covenants that are assigned Trustor shall execute and deliver to Lender hereinsuch further assignments of rents, issues, profits and revenues of the Mortgaged Property as Lender may from time to time request. Upon Trustor's breach of any covenant or agreement of Trustor in this Deed of Trust, Lender may in person, by agent or by a court-appointed receiver, regardless of the adequacy of Lender's security, enter upon and take and maintain full control of the Mortgaged Property in order to perform all acts necessary and appropriate for the operation and maintenance thereof including, but not limited to, the execution, cancellation or modification of leases, the collection of all rents, issues, profits and revenues of the Mortgaged Property, the making of repairs to the Mortgaged Property and the execution or termination of contracts providing for the management or maintenance of the Mortgaged Property, all on such terms as are deemed best to protect the security of this Deed of Trust. In the event Lender elects to seek the appointment of a receiver for the Mortgaged Property upon Trustor's breach of any covenant or agreement of Trustor in this Deed of Trust, Trustor hereby expressly consents to the appointment of such receiver. Lender or the receiver shall be entitled to receive a reasonable fee for so managing the Mortgaged Property. Any such receiver may be appointed by any court of competent jurisdiction upon ex parte application (Trustor hereby waiving any right to any hearing or notice of hearing prior to the appointment of a receiver). All rents, issues, profits and revenues, collected subsequent to delivery of written notice by Lender to Trustor of the breach by Trustor of any covenant or agreement of Trustor in this Deed of Trust shall be applied first to the costs, if any, of taking control of and managing the Mortgaged Property and collecting the rents, issues, profits and revenues, including, but not limited to, attorney's fees, receiver's fees, premiums on receiver's bonds, costs of repairs to the Mortgaged Property, premiums on insurance policies, taxes, assessments and other charges on the Mortgaged Property, and the costs of discharging any obligation or liability of Trustor as lessor or landlord of the Mortgaged Property and then to the sums secured by this Deed of Trust. Lender or the receiver shall have access to the books and records used in the operation and maintenance of the Mortgaged Property and shall be liable to account only for those rents, issues, profits and revenues actually received. Lender shall not be liable to Trustor, anyone claiming under or through Trustor or anyone having an interest in the Mortgaged Property by reason of anything done or left undone by Lender under this Section 4.1. If the rents, issues, profits and revenues of the Mortgaged Property are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the rents, issues, profits and revenues, any funds expended by Lender for such assignment without purposes shall become indebtedness of Trustor to Lender secured by this Deed of Trust pursuant to Section 7 hereof. Unless Lender and Trustor agree in writing to other terms of payment, such amounts shall be payable upon notice from Lender to Trustor requesting payment thereof and shall bear interest from the express written consent date of disbursement at the default rate of interest set forth in the Note. Any entering upon and taking and maintaining of control of the Mortgaged Property by Lender or the receiver and any application of rents, issues, profits and revenues as provided herein shall not cure or waive any default hereunder or invalidate any other right or remedy of Lender shall be void as against Lender (except that under applicable law or provided herein. This assignment of Accounts rents of the Mortgaged Property shall be permitted terminate at such time as this Deed of Trust ceases to the extent provided in the Loan Agreement)secure indebtedness held by Lender.

Assignment of Rents. All Subject to the rights of senior lenders, Trustor hereby absolutely and unconditionally assigns to Beneficiary all of the rents, issues, profits, royalties, revenues, income, and other benefits (collectively, the “Rents”) derived from the Property, whether now due, past due or to become due, and hereby gives to and confers upon Beneficiary, either directly or through a receiver, the right, power, and authority, but not the obligation, to collect the Rents, and to sue, either in the name of Trustor or Beneficiary, for all such Rents are and to apply the same to the indebtedness secured hereby assigned to Lender to be applied against the Loan Obligations secured by this Mortgage in such order as Lender Beneficiary may elect; provideddetermine in its sole discretion. This assignment of Rents is intended to create and shall be construed to create an absolute assignment to Beneficiary of all of Trustor’s right, howevertitle, that a revocable license is hereby given to Mortgagor (subject to and interest in the requirement that Lender approve any lease other than leases with residents of Rents. So long as no default exists by Trustor in the Improvements), unless and until the breach payment of any indebtedness secured hereby, or in any other covenant contained herein, or condition of this Mortgage which is not cured within in said note or notes or in any applicable cure period other document evidencing or securing such indebtedness, Trustor shall have the right to collect all Rents from the Property and to retain, use, and enjoy the same. Upon the occurrence of such a default beyond any Event applicable notice and cure periods, without the necessity of Defaultdemand or other notice to Trustor or any other act to enforce Beneficiary’s interest pursuant to this assignment, to collect Trustor shall have no interest whatsoever in the Rents that are received by Trustor after a default, and use all such Rents as they become due and payable, but not in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rents, subject, however, to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative received and held by Trustor in constructive trust for Beneficiary and delivered promptly to Beneficiary, or to a court-appointed receiver for the Property, without the necessity for further notice to, or demand upon, Trustor. Upon the occurrence of such a default, beyond any further action on the part of either partyapplicable notice and cure periods, and specificallyat any time thereafter during the continuance thereof, Lender shall be entitledBeneficiary may, at its option upon the breach of option, send any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default hereunder, to collect all such Rents whether or not Lender takes possession tenant of the Property. Exercise by Lender of Property a notice to the effect that: (a) a default has occurred; (b) Beneficiary has elected to exercise its rights under this Section, assignment; and the application (c) such tenant is thereby directed to thereafter make all payments of any such Rents to or for the benefit of Beneficiary or as Beneficiary shall direct. Any such Loan Obligations tenant shall not cure or waive be entitled to rely upon any Event notice from Beneficiary and shall be protected with respect to any payment of Default or notice of Event of Default hereunder or invalidate any act done Rents made pursuant hereto or any to such notice, but irrespective of whether a dispute exists between Trustor and Beneficiary with respect to the existence of a default or the rights of Beneficiary hereunder. Any such tenant shall not be cumulative required to investigate or determine the validity or accuracy of all other rights and remediessuch notice or the validity or enforceability of this assignment. Mortgagor shall notTrustor hereby agrees to indemnify, without the prior written consent of Lender, further assign the Rents that are assigned to Lender hereindefend, and hold any such assignment without the express written consent tenant harmless from and against any and all losses, claims, damages or liabilities arising from or related to any payment of Lender shall be void as against Lender (except that assignment of Accounts shall be permitted Rents by such tenant made in reliance on and pursuant to the extent provided in the Loan Agreement)such notice.

Assignment of Rents. All Rents are The Mortgagor hereby assigned to Lender to be applied against the Loan Obligations secured by this Mortgage in such order as Lender may elect; provided, however, that a revocable license is hereby given to Mortgagor (subject assigns to the requirement that Lender approve any lease other than leases with residents Mortgagee the rents, issues, and profits of the Improvements)Premises as further security for the payment of said indebtedness, unless and the Mortgagor grants to the Mortgagee the right to enter upon and to take possession of the Premises for the purpose of collecting the same and to let the Premises or any part thereof, and to apply the rents, issues and profits, after payment of all necessary charges and expenses, on account of said indebtedness. This assignment and grant shall continue in effect until the breach Mortgage is paid. The Mortgagee hereby waives the right to enter upon and to take possession of any covenant or condition said Premises for the purpose of this Mortgage which is not cured within any applicable cure period or collecting said rents, issues, and profits, and the occurrence of any Event of Default, Mortgagor shall be entitled to collect and receive said rents, issues and profits until default under any of the covenants, conditions, or agreements contained in the Mortgage, and together with any applicable notice thereof and opportunity to cure, and ▇▇▇▇▇▇▇▇▇ agrees to use such Rents as they become due rents, issues and payableprofits in payment of principal and interest and in payment of taxes, assessments, sewer rents, water rates, and carrying charges against said ▇▇▇▇▇▇▇▇, but not in advance thereof. This Mortgage constitutes an absolute and present assignment such right of the RentsMortgagor may be revoked by the Mortgagee upon any default, subject, however, to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinaboveon five (5) days written notice. The foregoing assignment shall be fully operative without any further action on the part of either party, and specifically, Lender shall be entitled, at its option upon the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default hereunder, to collect all such Rents whether or not Lender takes possession of the Property. Exercise by Lender of its rights under this Section, and the application of any such Rents to such Loan Obligations shall not cure or waive any Event of Default or notice of Event of Default hereunder or invalidate any act done pursuant hereto or any such notice, but shall be cumulative of all other rights and remedies. Mortgagor shall will not, without the prior written consent of Lenderthe Mortgagee, further assign the Rents that are assigned to Lender hereinreceive or collect rent from any tenant of said Premises or any part thereof for a period of more than one month in advance, and in the event of any default under the Mortgage will pay monthly in advance to the Mortgagee, or to any receiver appointed to collect said rents, issues and profits, the fair and reasonable rental value for the use and occupation of said Premises or of such part thereof as may be in the possession of the Mortgagor, and upon default in any such assignment without payment will vacate and surrender the express written consent possession of Lender shall be void as against Lender (except that assignment of Accounts shall be permitted said Premises to the extent provided Mortgagee or to such receiver, and in the Loan Agreement)default thereof may be evicted by summary proceedings.

Assignment of Rents. All Rents are Borrower hereby assigned assigns to Lender the rents, issues, profits, royalties, and payments payable under any lease of the Property, or portion thereof including any oil, gas or mineral lease, or any installments of money payable pursuant to any agreement or any sale of said property or any part thereof, reserving to Borrower the rights prior to default by Borrower in payment of the Secured Debt secured hereby or in the performance of any agreement hereunder, to collect and retain such rents, issues, profits, royalties, payments and installments of money as they may become due and payable. Upon any such default, Lender, without regard to the adequacy of any security for the Secured Debt hereby secured, such be entitled to (1) collect such rents, issues, profits, royalties, payments and installments of money and apply the same as more particularly set forth in this Paragraph, all without taking possession of the Property, or (2) enter and take possession of the Property or any part thereof, in person, by agent, or by a receiver to be applied against appointed by the Loan Obligations court and to ▇▇▇ for or otherwise collect such rents, issues, profits, royalties, payments and installments of money. Lender may apply any such rents, issues, profits, royalties, payments and installments of money so collected, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any indebtedness secured by this Mortgage hereby, in such order as Lender may elect; provideddetermine, howeverand, that a revocable license is hereby given to Mortgagor (subject to if such costs and expenses and attorneys' fees shall exceed the requirement that Lender approve any lease other than leases with residents of amount collected, the Improvements), unless and until the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default, to collect and use such Rents as they become excess shall be immediately due and payable, but not in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rents, subject, however, to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action on the part collection of either partysuch rents, issues, profits, royalties, payments and specifically, Lender shall be entitled, at its option upon the breach installments of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default hereunder, to collect all such Rents whether or not Lender takes possession of the Property. Exercise by Lender of its rights under this Section, money and the application of any such Rents to such Loan Obligations thereof as set forth above shall not cure or waive any Event of Default default or notice of Event of Default default hereunder or invalidate any act done pursuant hereto or any to such notice, but except to the extent any such default fully is cured. Failure or discontinuance of Lender at any time, or from time to time, to collect any such moneys shall not impair in any manner the subsequent enforcement by Lender of the right, power and authority herein conferred on Lender. Nothing contained herein, including the exercise of any right, power or authority herein granted by Lender, shall be, or be construed to be, an affirmation by Lender of any tenancy, lease or option, or an assumption of liability under, or the subordination of the lien or charge of this Deed of Trust to any such tenancy, lease or option. Borrower hereby agrees that, in the event Lender exercises its rights as in this Paragraph provided, Borrower waives any right to compensation for the use of Borrower's furniture, furnishings or equipment in the Property for the period such assignment of rents or receivership is in effect, it being understood that the rents, issues, profits, royalties, payments and installments of money derived from the use of any such items shall be cumulative applied to Borrower's obligation hereunder as above provided. In the event that Borrower concurrently herewith or hereafter executes any separate assignment of all other rights and remedies. Mortgagor shall not, without the prior written consent of rents or leases to Lender, further assign then to the Rents that are assigned to Lender herein, extent of any inconsistency between the provisions hereof and any such assignment, the provisions of such assignment without the express written consent of Lender shall be void as against Lender (except that assignment of Accounts shall be permitted to the extent provided in the Loan Agreement)control.

Assignment of Rents. All Rents are The Grantor hereby assigned to Lender to be applied against the Loan Obligations secured by this Mortgage in such order as Lender may elect; provided, however, that a revocable license is hereby given to Mortgagor (subject assigns to the requirement that Lender approve Grantee, as further security for the payment of the Indebtedness, the rents, issues and profits of the Collateral, together with all leases, subleases and other documents evidencing such rents, issues and profits now or hereafter in effect and any and all deposits held as security under said leases or subleases. Nothing contained in the foregoing sentence shall be construed to bind the Grantee to the performance of any of the covenants, conditions or provisions contained in any such lease, subleases or other document or otherwise to impose any obligation on the Grantee (including, without limitation, any liability under the covenant of quiet enjoyment contained in any lease other than leases with residents or in any law of any applicable state in the Improvementsevent that any tenant shall have been joined as a party defendant in any action to foreclose this Deed and shall have been barred and foreclosed thereby of all right, title and interest and equity of redemption in the Collateral), unless and until except that the breach of Grantee shall be accountable for any covenant or condition of this Mortgage which is not cured within any applicable cure period or money actually received pursuant to such assignment. Following the occurrence and during the continuation of any an Event of Default, the Grantor hereby further grants to the Grantee the right (i) to enter upon and the Premises and take possession of the Collateral for the purpose of collecting the said rents, issues and profits, (ii) to dispossess by the usual summary proceedings any tenant defaulting in the payment thereof to the Grantee, (iii) to let the Collateral, or any part thereof, and (iv) to apply said rents, issues and profits, after payment of all necessary charges and expenses, on account of said Indebtedness. Such assignment and grant shall continue in effect until the Indebtedness is paid, the execution of this Deed constituting and evidencing the irrevocable consent of the Grantor to the entry upon and taking possession of the Collateral by the Grantee pursuant to such grant, whether foreclosure has been instituted or not and without applying for a receiver. Until the occurrence of an Event of Default, the Grantor shall be entitled to collect and use such Rents as they become due receive said rents, issues and payable, but not in advance thereofprofits. This Mortgage constitutes an absolute and present assignment Such right of the Rents, subject, however, to the conditional and revocable license given to Mortgagor Grantor to collect and use receive such rents, issues and profits may be revoked by the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action on the part of either party, and specifically, Lender shall be entitled, at its option Grantee upon the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any an Event of Default hereunder, to collect all such Rents whether or not Lender takes possession of the Property. Exercise by Lender of its rights under this Section, and the application of any such Rents to such Loan Obligations shall not cure or waive any Event of Default or giving written notice of Event of Default hereunder such revocation, served personally upon or invalidate any act done pursuant hereto sent by registered or any such notice, but shall be cumulative of all other rights and remedies. Mortgagor shall not, without the prior written consent of Lender, further assign the Rents that are assigned to Lender herein, and any such assignment without the express written consent of Lender shall be void as against Lender (except that assignment of Accounts shall be permitted certified mail to the extent provided in the Loan Agreement)Grantor.

Assignment of Rents. All Rents are Mortgagor hereby assigned absolutely assigns and transfers to Lender Bank all the leases, rents, issues and profits of the Property (collectively “Rents”). Although this assignment is effective immediately, so long as no Default exists, Bank gives to be applied against and confers upon Mortgagor the Loan Obligations secured by this Mortgage in such order as Lender may elect; provided, however, that privilege under a revocable license is hereby given to collect as they become due, but not prior to accrual, the Rents and to demand, receive and enforce payment, give receipts, releases and satisfactions, and ▇▇▇ in the name of Mortgagor (subject for all such Rents. Mortgagor represents there has been no prior assignment of leases or Rents, and agrees not to the requirement that Lender approve further assign such leases or Rents. Upon any lease other than leases with residents of the Improvements), unless and until the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default, the license granted to collect Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor, and use such Rents as they become due Bank shall have the right, in its discretion, without notice, by agent or by a receiver appointed by a court, and payable, but not in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rents, subject, however, without regard to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action on the part of either party, and specifically, Lender shall be entitled, at its option upon the breach adequacy of any covenant or condition of this Mortgage which is not cured within any applicable cure period or security for the occurrence of any Event of Default hereunderObligations, (i) to collect all such Rents whether or not Lender takes enter upon and take possession of the Property. Exercise by Lender of , (ii) notify tenants, subtenants and any property manager to pay Rents to Bank or its rights under this Sectiondesignee, and upon receipt of such notice such persons are authorized and directed to make payment as specified in the application notice and disregard any contrary direction or instruction by Mortgagor, and (iii) in its own name, ▇▇▇ for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, to the Obligations in such order and manner as Bank may determine or as otherwise provided for herein. Bank’s exercise of any such Rents to such Loan Obligations one or more of the foregoing rights shall not cure or waive any Event of Default or notice of Event of Default hereunder or invalidate any act done pursuant hereto or any such notice, but shall be cumulative of all other rights and remedies. Mortgagor shall not, without the prior written consent of Lender, further assign the Rents that are assigned to Lender herein, and any such assignment without the express written consent of Lender shall be void as against Lender (except that assignment of Accounts shall be permitted to the extent provided in the Loan Agreement)hereunder.

Assignment of Rents. Grantor does hereby absolutely and unconditionally assign, transfer and convey to Beneficiary, as well as to Trustee on Beneficiary's behalf, all Rents under the following provisions: 1 Grantor reserves the right, unless and until an Event of Default occurs, to collect the Rents as a trustee for the benefit of Beneficiary, and Grantor shall apply the Rents so collected in the order set forth in Paragraph 7 of Section D hereof. 2 Beneficiary, or Trustee on Beneficiary's behalf, may at any time, and without notice, either in person, by agent, or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, ▇▇▇ for or otherwise collect such Rents. Grantor hereby agrees with Beneficiary that the other parties under the Leases may, upon notice from Trustee or Beneficiary of the occurrence of an Event of Default, thereafter pay directly to Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder direct to Beneficiary, or Trustee on Beneficiary's behalf, without any obligation on their part to determine whether an Event of Default does in fact exist or has in fact occurred. All Rents are hereby assigned to Lender to collected by Beneficiary, or Trustee acting on Beneficiary's behalf, shall be applied against the Loan Obligations secured by this Mortgage as provided for in such order as Lender may electParagraph 7 of Section D above; provided, however, that a revocable license is hereby given to Mortgagor (subject if the reasonable costs, expenses and reasonable attorneys' fees shall exceed the amount of Rents collected, the excess shall be added to the requirement that Lender approve any lease other than leases with residents Obligations, shall bear interest as provided in Paragraph 5 of the Improvements), unless Section L below and until the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default, to collect and use such Rents as they become shall be immediately due and payable, but not in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rents, subject, however, to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action on the part of either party, entering upon and specifically, Lender shall be entitled, at its option upon the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default hereunder, to collect all such Rents whether or not Lender takes taking possession of the Property. Exercise by Lender , the collection of its rights under this SectionRents, and the application of any such Rents to such Loan Obligations thereof as aforesaid shall not cure or waive any Event of Default or notice of Event of Default default, if any, hereunder or nor invalidate any act done pursuant hereto or any to such notice, but shall be cumulative of all other rights and remedies. Mortgagor shall not, without the prior written consent of Lender, further assign the Rents that are assigned to Lender herein, and any such assignment without the express written consent of Lender shall be void as against Lender (except that assignment of Accounts shall be permitted to the extent provided any such default is fully cured. Failure or discontinuance of Beneficiary, or Trustee on Beneficiary's behalf, at any time or from time to time, to collect said Rents shall not in any manner impair the subsequent enforcement by Beneficiary, or Trustee on Beneficiary's behalf, of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power or authority herein granted to Beneficiary, or Trustee on Beneficiary's behalf, shall be or be construed to be, an affirmation by it of any tenancy, lease, or option, nor an assumption of liability under nor the subordination of the lien or charge of this Deed of Trust, to any such tenancy, lease, or option. 3 Grantor will not (a) execute an assignment of any of its right, title or interest in the Loan Agreement)Rents, or (b) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any Lease affecting the Property or any part thereof, now or hereafter existing, having an unexpired term of one year or more except that any Lease may be cancelled, provided that promptly after the cancellation or surrender thereof a new Lease is entered into with a new lessee acceptable to Beneficiary in its sole judgment, on substantially the same terms as the terminated or cancelled Lease, or (c) modify any Lease affecting the Property or any part thereof so as to shorten the unexpired term thereof or so as to decrease the amount of the Rents, or (d) accept prepayments of any Rents in excess of sixty (60) days, except prepayments in the nature of security for the performance of the lessee under any Lease, or (e) in any other manner impair the value of the Property or the security of this Deed of Trust. Grantor will not execute any Lease of all or any substantial portion of the Property except for actual occupancy by the lessee thereunder, and will at all times promptly and faithfully perform, or cause to be performed, each covenant, condition and agreement contained in each Lease affecting the Property now or hereafter existing on the part of lessor thereunder to be kept and performed. Grantor shall furnish to Beneficiary, within ten (10) days after a request by Beneficiary to do so, a written statement containing the names of all lessees of the Property, the terms of their respective Leases, the spaces occupied and the rentals payable thereunder.

Assignment of Rents. All Rents are Mortgagor hereby assigned grants, transfers, and assigns and sets over to Lender Mortgagee all right, title and interest in and to, all rents, issues, profits and privileges (now due or which may hereafter become due) of, (a) the property and all improvements at any time constructed thereon or any personal property or fixtures at any time installed or used therein, (b) all leases now or hereafter existing on all or any part of the Property, whether written or oral, or any letting or any agreement for the use or occupancy of any part of the Property (but excluding the rental of guest rooms in the ordinary course) which may heretofore have been or which may hereafter be made or agreed to between Mortgagor or any other present, prior, or subsequent owner of the Property, or any interest therein, or which may be applied against made or agreed to by Mortgagee, its successors or assigns, under the Loan Obligations secured by powers herein granted and any tenant or occupant of all or any part of the Property (“Leases” and each, “Lease”), including without limitation any Leases existing as of the date of this Mortgage in such order (“Existing Leases”), (c) all rights conferred by and pursuant to Act No. 210 of the Michigan Public Act of 1953, as Lender may electamended, and Act No. 228 of the Michigan Public Acts of 1925 as amended, and (d) all proceeds of the foregoing, all for the purpose of securing the prompt payment, performance and discharge, when due, of the Indebtedness. So long as no Event of Default has occurred and is continuing, Mortgagor may, as trustee for the use and benefit of Mortgagee, collect, receive and accept the rents as they become due and payable; provided, however, that a revocable license is hereby given to if the rents exceed the payments due under the Note, the Mortgagor (subject may use such excess, first, for the operation and benefit of the Property and, second, for the general benefit of the Mortgagor, which may include distributing cash to the requirement that Lender approve any lease other than leases with residents equity owners of the Improvements), unless and until the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or Mortgagor. Upon the occurrence and during the continuance of any an Event of Default, to collect Mortgagee may, at its option, remove the Mortgagor as trustee for the collection of the rents and use such Rents as they become due and payableappoint any other person including, but not limited to, itself as a substitute trustee to collect, receive, accept and use all such rents in advance thereof. This Mortgage constitutes an absolute and present assignment payment of the Rentsobligations secured hereby, subjectin such order as Mortgagee shall elect in its sole discretion, however, to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action on the part of either party, and specifically, Lender shall be entitled, at its option upon the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default hereunder, to collect all such Rents whether or not Lender Mortgagee takes possession of the Property. Exercise by Lender of its rights under this Section, and the application of any such Rents to such Loan Obligations shall not cure or waive any Event of Default or notice of Event of Default hereunder or invalidate any act done pursuant hereto or any such notice, but shall be cumulative of all other rights and remedies. Mortgagor shall not, without the prior written consent of Lender, further assign the Rents that are assigned to Lender herein, and any such assignment without the express written consent of Lender shall be void as against Lender (except that assignment of Accounts shall be permitted to the extent provided in the Loan Agreement).

Assignment of Rents. All Rents are Grantor does hereby assigned absolutely and unconditionally assign, transfer and set over to Lender Beneficiary all rents, income, receipts, revenues, issues, profits and proceeds to be applied against derived from the Property, including, without limitation, the immediate and continuing right to collect and receive all of the rents, income, receipts, revenues, issues, profits and other sums of money that may now or at any time hereafter become due and payable to Grantor under the terms of any leases now or hereafter covering the Property, or any part thereof, including, but not limited to, minimum rents, additional rents, percentage rents, deficiency rents and liquidated damages following Default, all proceeds payable under any policy of insurance covering the loss of rents resulting from untenantability caused by destruction or damage to the Property, and all of Grantor’s rights to recover monetary amounts from any tenant in bankruptcy, including, without limitation, rights of recovery for use and occupancy and damage claims arising out of lease defaults, including rejections, under the United States Bankruptcy Code or any other present or future federal or state insolvency, bankruptcy or similar law, together with any sums of money that may now or at any time hereafter become due and payable to Grantor by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Property or any part thereof (collectively, the “Rents”); and all proceeds and other DEED OF TRUST (LONG FORM) 17 Rev. July 2000 amounts paid or owing to Grantor under or pursuant to any and all contracts and bonds relating to the construction, erection or renovation of the Property; subject however to a license hereby granted by Beneficiary to Grantor to collect and receive all of the foregoing (such license evidenced by Beneficiary’s acceptance of this Deed of Trust), subject to the terms and conditions hereof. Notwithstanding anything contained herein or in any of the other Loan Obligations secured by Documents to the contrary, the assignment in this Mortgage in such order as Lender may electParagraph is an absolute, unconditional and presently effective assignment and not merely a security interest; provided, however, that upon the occurrence of a revocable license is hereby given to Mortgagor (subject to the requirement that Lender approve any lease other than leases with residents of the Improvements), unless and until the breach of any covenant Default hereunder or condition of this Mortgage which is not cured within any applicable cure period or upon the occurrence of any Event event or circumstance which with the lapse of Default, to collect and use such Rents as they become due and payable, but not in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rents, subject, however, to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action on the part of either party, and specifically, Lender shall be entitled, at its option upon the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period time or the occurrence giving of any Event of notice or both would constitute a Default hereunder, such license shall automatically and immediately terminate and Grantor shall hold all Rents paid to collect all such Rents Grantor thereafter in trust for the use and benefit of Beneficiary and Beneficiary shall have the right, power and authority, whether or not Lender it takes possession of the Property. Exercise by Lender , to seek enforcement of any such lease, contract or bond and to demand, collect, receive, ▇▇▇ for and recover in its rights under this Sectionown name any and all of the above described amounts assigned hereby and to apply the sum(s) collected, first to the payment of expenses incident to the collection of the same, and the application balance to the payment of any such Rents to such Loan Obligations the Obligation; provided further, however, that Beneficiary shall not cure be deemed to have taken possession of the Property except on the exercise of its option to do so, evidenced by its demand and overt act for such purpose. It shall not be necessary for Beneficiary to institute any type of legal proceedings or waive take any Event of Default or notice of Event of Default hereunder or invalidate any act done pursuant hereto or any such notice, but shall be cumulative of all other rights and remedies. Mortgagor shall not, without action whatsoever to enforce the prior written consent of Lender, further assign the Rents that are assigned to Lender herein, and any such assignment without the express written consent of Lender shall be void as against Lender (except that assignment of Accounts shall be permitted to the extent provided provisions in the Loan Agreement)this Section 5.2.

Assignment of Rents. All Subject to the subordination set forth at Section 10 hereof, Trustor hereby absolutely and unconditionally assigns to Beneficiary all of the rents, issues, profits, royalties, revenues, income and other benefits (collectively, the “Rents”) derived from the Property, whether now due, past due or to become due, and hereby gives to and confers upon Beneficiary, either directly or through a receiver, the right, power and authority, but not the obligation, to collect the Rents, and to sue, either in the name of Trustor or Beneficiary, for all such Rents are and to apply the same to the indebtedness secured hereby assigned to Lender to be applied against the Loan Obligations secured by this Mortgage in such order as Lender Beneficiary may elect; provideddetermine in its sole discretion. This assignment of Rents is intended to create and shall be construed to create an absolute assignment to Beneficiary of all of Trustor’s right, howevertitle and interest in the Rents, that a revocable license is hereby given to Mortgagor (subject to the requirement that Lender approve any lease other than leases with residents of foregoing, so long as no default exists by Trustor in the Improvements), unless and until the breach payment of any indebtedness secured hereby, or in any other covenant contained herein, or condition of this Mortgage which is not cured within in said note or notes or in any applicable cure period other document evidencing or securing such indebtedness, Trustor shall have the right to collect all Rents from the Property and to retain, use and enjoy the same. Upon the occurrence of any Event of Default, to collect and use such Rents as they become due and payable, but not in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rents, subject, however, to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action on the part of either party, and specifically, Lender shall be entitled, at its option upon the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default hereunder, to collect all such Rents whether or not Lender takes possession of the Property. Exercise by Lender of its rights under this Section, and the application of any such Rents to such Loan Obligations shall not cure or waive any Event of Default or notice of Event of Default hereunder or invalidate any act done pursuant hereto or any such notice, but shall be cumulative of all other rights and remedies. Mortgagor shall nota default, without the prior written consent necessity of Lenderdemand or other notice to Trustor or any other act to enforce Beneficiary’s interest pursuant to this assignment, further assign Trustor shall have no interest whatsoever in the Rents that are assigned to Lender hereinreceived by Trustor after a default, and any all such assignment Rents shall be received and held by Trustor in constructive trust for Beneficiary and delivered promptly to Beneficiary, or to a court appointed receiver for the Property, without the express written consent necessity for further notice to, or demand upon, Trustor. Upon the occurrence of Lender shall be void as against Lender (except that assignment such a default and at any time thereafter during the continuance thereof, Beneficiary may, at its option, send any tenant of Accounts shall be permitted the Property a notice to the extent provided in the Loan Agreement).effect that: (a) a default has occurred;

Assignment of Rents. All Rents are Mortgagor hereby assigned absolutely assigns and transfers to Lender Bank all the leases, rents, issues and profits of the Property (collectively "Rents"). Although this assignment is effective immediately, so long as no Default exists, Bank gives to be applied against and confers upon Mortgagor the Loan Obligations secured by this Mortgage in such order as Lender may elect; provided, however, that privilege under a revocable license is hereby given to collect as they become due, but not prior to accrual, the Rents and to demand, receive and enforce payment, give receipts, releases and satisfactions, and ▇▇▇ in the name of Mortgagor (subject for all such Rents. Mortgagor represents there has been no prior assignment of leases or Rents, and agrees not to the requirement that Lender approve further assign such leases or Rents. Upon any lease other than leases with residents of the Improvements), unless and until the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of uncured Default, the license granted to collect Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor, and use such Rents as they become due Bank shall have the right, in its discretion, without notice, by agent or by a receiver appointed by a court, and payable, but not in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rents, subject, however, without regard to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action on the part of either party, and specifically, Lender shall be entitled, at its option upon the breach adequacy of any covenant or condition of this Mortgage which is not cured within any applicable cure period or security for the occurrence of any Event of Default hereunderObligations, (i) to collect all such Rents whether or not Lender takes enter upon and take possession of the Property. Exercise by Lender of , (ii) notify tenants, subtenants and any property manager to pay Rents to Bank or its rights under this Sectiondesignee, and upon receipt of such notice such persons are authorized and directed to make payment as specified in the application notice and disregard any contrary direction or instruction by Mortgagor, and (iii) in its own name, ▇▇▇ for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys' fees, to the Obligations in such order and manner as Bank may determine or as otherwise provided for herein. Bank's exercise of any such Rents to such Loan Obligations one or more of the foregoing rights shall not cure or waive any Event of Default or notice of Event Default hereunder. Due on Sale or Further Encumbrance or Transfer of Default hereunder or invalidate any act done pursuant hereto or any such notice, but shall be cumulative of all other rights and remediesan Interest in Mortgagor. Mortgagor shall not, without Without the prior written consent of LenderBank in each instance, further assign Mortgagor shall not (i) sell, convey, transfer or encumber the Rents that are assigned Property, or any part thereof or interest therein, whether legal or equitable, (ii) cause or permit any transfer of the Property or any part thereof, whether voluntarily, involuntarily or by operation of law, or (iii) enter into any agreement or transaction to Lender hereintransfer, and or accomplish in form or substance a transfer, of the Property. A "transfer" of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property; (c) if Mortgagor is a corporation, partnership, limited liability company, trust or other business entity, the transfer (whether in one transaction or a series of transactions) of more than 50% of the outstanding stock, partnership, limited liability company or other ownership interests in such assignment corporation, partnership, limited liability company or entity including, without limitation, changes in stockholders, partners, members, managers, trustees, beneficiaries, or their respective interests; (d) if Mortgagor, or any general partner or member of Mortgagor, is a corporation, the express written consent creation or issuance of Lender new stock by which an aggregate of more than 10% of such corporation's stock shall be void as against Lender vested in a party or parties who are not now stockholders; and (except that e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of Accounts shall or the grant of a security interest in and to any Leases. Bank's consent to any conveyance or encumbrance may be permitted to the extent provided conditioned upon an increase in the Loan Agreementinterest rate specified in the Note (or other Obligations), an extension or curtailment of the maturity of the Obligations, or other modification of the Note or this instrument.

Assignment of Rents. All Rents are Grantor does hereby assigned absolutely and unconditionally assign, transfer and set over to Lender the Collateral Agent all rents, income, receipts, revenues, issues, profits and proceeds to be applied against derived from the Mortgaged Property, including, without limitation, the immediate and continuing right to collect and receive all of the rents, income, receipts, revenues, issues, profits and other sums of money that may now or at any time hereafter become due and payable to Grantor under the terms of any leases now or hereafter covering the Mortgaged Property, or any part thereof, including, but not limited to, minimum rents, additional rents, percentage rents, deficiency rents and liquidated damages following default, all proceeds payable under any policy of insurance covering the loss of rents resulting from untenantability caused by destruction or damage to the Mortgaged Property, and all of Grantor’s rights to recover monetary amounts from any tenant in bankruptcy, including, without limitation, rights of recovery for use and occupancy and damage claims arising out of lease defaults, including rejections, under any applicable bankruptcy law (as hereinafter defined), together with any sums of money that may now or at any time hereafter become due and payable to Grantor by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Mortgaged Property or any part thereof (collectively, the “Rents”); and all proceeds and other amounts paid or owing to Grantor under or pursuant to any and all contracts and bonds relating to the construction, erection or renovation of the Mortgaged Property; subject however to a license hereby granted by the Collateral Agent to Grantor to collect and receive all of the foregoing (such license evidenced by the Collateral Agent’s acceptance of the Mortgage), subject to the terms and conditions hereof. Notwithstanding anything contained herein or in any of the other Loan Obligations secured by Documents to the contrary, the assignment in this Mortgage in such order as Lender may electParagraph is an absolute, unconditional and presently effective assignment and not merely a security interest; provided, however, that upon the occurrence of a revocable license is hereby given to Mortgagor Default (subject to the requirement that Lender approve any lease other than leases with residents of the Improvements), unless and until the breach of any covenant as hereinafter defined) hereunder or condition of this Mortgage which is not cured within any applicable cure period or upon the occurrence of any Event event or circumstance which with the lapse of Default, to collect and use such Rents as they become due and payable, but not in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rents, subject, however, to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action on the part of either party, and specifically, Lender shall be entitled, at its option upon the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period time or the occurrence giving of any Event of notice or both would constitute a Default hereunder, such license shall automatically and immediately terminate and Grantor shall hold all Rents paid to collect all such Rents Grantor thereafter in trust for the use and benefit of the Collateral Agent and the Collateral Agent shall have the right, power and authority, whether or not Lender it takes possession of the Mortgaged Property. Exercise by Lender , to seek enforcement of any such lease, contract or bond and to demand, collect, receive, ▇▇▇ for and recover in its rights under this Sectionown name any and all of the above described amounts assigned hereby and to apply the sum(s) collected, first to the payment of expenses incident to the collection of the same, and the application balance to the payment of any such Rents to such Loan Obligations the Indebtedness; provided further, however, that the Collateral Agent shall not cure be deemed to have taken possession of the Mortgaged Property except on the exercise of its option to do so, evidenced by its demand and overt act for such purpose. It shall not be necessary for the Collateral Agent to institute any type of legal proceedings or waive take any Event of Default or notice of Event of Default hereunder or invalidate any act done pursuant hereto or any such notice, but shall be cumulative of all other rights and remedies. Mortgagor shall not, without action whatsoever to enforce the prior written consent of Lender, further assign the Rents that are assigned to Lender herein, and any such assignment without the express written consent of Lender shall be void as against Lender (except that assignment of Accounts shall be permitted to the extent provided provisions in the Loan Agreement)this Paragraph 3.1.

Assignment of Rents. All Rents are Grantor does hereby assigned absolutely and unconditionally assign, transfer and set over to Lender Beneficiary all rents, income, receipts, revenues, issues, profits and proceeds to be applied against derived from the Property, including, without limitation, the immediate and continuing right to collect and receive all of the rents, income, receipts, revenues, issues, profits and other sums of money that may now or at any time hereafter become due and payable to Grantor under the terms of any leases now or hereafter covering the Property, or any part thereof, including, but not limited to, minimum rents, additional rents, percentage rents, deficiency rents and liquidated damages following Default, all proceeds payable under any policy of insurance covering the loss of rents resulting from untenantability caused by destruction or damage to the Property, and all of Grantor’s rights to recover monetary amounts from any tenant in bankruptcy, including, without limitation, rights of recovery for use and occupancy and damage claims arising out of lease defaults, including rejections, under the United States Bankruptcy Code or any other present or future federal or state insolvency, bankruptcy or similar law, together with any sums of money that may now or at any time hereafter become due and payable to Grantor by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Property or any part thereof (collectively, the “Rents”); and all proceeds and other amounts paid or owing to Grantor under or pursuant to any and all contracts and bonds relating to the construction, erection or renovation of the Property; subject however to a license hereby granted by Beneficiary to Grantor to collect and receive all of the foregoing (such license evidenced by ▇▇▇▇▇▇▇▇▇▇▇’s acceptance of this Deed of Trust), subject to the terms and conditions hereof. Notwithstanding anything contained herein or in any of the other Loan Obligations secured by Documents to the contrary, the assignment in this Mortgage in such order as Lender may electParagraph is an absolute, unconditional and presently effective assignment and not merely a security interest; provided, however, that upon the occurrence of a revocable license is hereby given to Mortgagor (subject to the requirement that Lender approve any lease other than leases with residents of the Improvements), unless and until the breach of any covenant Default hereunder or condition of this Mortgage which is not cured within any applicable cure period or upon the occurrence of any Event event or circumstance which with the lapse of Default, to collect and use such Rents as they become due and payable, but not in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rents, subject, however, to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action on the part of either party, and specifically, Lender shall be entitled, at its option upon the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period time or the occurrence giving of any Event of notice or both would constitute a Default hereunder, such license shall automatically and immediately terminate and Grantor shall hold all Rents paid to collect all such Rents Grantor thereafter in trust for the use and benefit of Beneficiary and Beneficiary shall have the right, power and authority, whether or not Lender it takes possession of the Property. Exercise by Lender , to seek enforcement of any such lease, contract or bond and to demand, collect, receive, sue for and recover in its rights under this Sectionown name any and all of the above described amounts assigned hereby and to apply the sum(s) collected, first to the payment of expenses incident to the collection of the same, and the application balance to the payment of any such Rents to such Loan Obligations the Obligation; provided further, however, that Beneficiary shall not cure be deemed to have taken possession of the Property except on the exercise of its option to do so, evidenced by its demand and overt act for such purpose. It shall not be necessary for Beneficiary to institute any type of legal proceedings or waive take any Event of Default or notice of Event of Default hereunder or invalidate any act done pursuant hereto or any such notice, but shall be cumulative of all other rights and remedies. Mortgagor shall not, without action whatsoever to enforce the prior written consent of Lender, further assign the Rents that are assigned to Lender herein, and any such assignment without the express written consent of Lender shall be void as against Lender (except that assignment of Accounts shall be permitted to the extent provided provisions in the Loan Agreement)this Section 5.2.

Assignment of Rents. All To further secure the Secured Obligations, Trustor does hereby sell, assign and transfer unto the Lender all rents, now due and which may hereafter become due under or by virtue of any Leases or tenancies (collectively "Rents are "), whether written or verbal, or any letting of, or of any agreement for the sale, or occupancy of the Real Property or any part thereof, and all proceeds thereof, now or hereafter existing, whether or not with the Lender's approval. The Trustor does hereby assigned appoint irrevocably the Lender its true and lawful attorney in its name and stead (with or without taking possession of the Property) to Lender to be applied against collect all of said Rents arising from or accruing at any time hereafter, and all now due or that may hereafter become due under each and every of the Loan Obligations secured by this Mortgage in such order as Lender Leases, or other similar agreements, written or verbal, which may elect; providedhereafter exist on the Property, however, that a revocable license is hereby given to Mortgagor (subject to on the requirement condition that Lender approve any lease other than leases with residents of the Improvements), unless and until the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default, hereby grants to Trustor a license to collect and use retain such Rents as they become due and payable, (but expressly not including the right to collect any rents more than one (1) month in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rentsor any amount to prepay, subjectterminate, however, or "buy out" any Leases prior to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action on the part of either party, and specifically, Lender shall be entitled, at its option upon the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default under the Loan Documents. Trustor expressly covenants to apply the Rents received, after application for operating expenses permitted hereunder, to collect all such Rents whether or not Lender takes possession payment of the PropertySecured Obligations as and when the same become due and in compliance with the Loan Documents. Exercise Such license shall be revocable by Lender without notice to Trustor at any time upon or after an Event of Default under the Loan Documents, and immediately upon any such revocation, Lender shall be entitled to receive, and Trustor shall deliver to Lender, any and all Rents theretofore collected by Trustor which remain in the possession or control of Trustor and all Leases, and other such agreements. It is the intention of the Trustor to create and grant, and it is the intention of Lender to create and receive, a present and absolute assignment of all of the Leases, similar agreements, Rents now due or which may hereafter become due, pursuant to California Civil Code Section 2938, but it is agreed that the Lender's right to collect the Rents is conditioned upon the existence of an Event of Default under the Loan Documents. Failure of Lender at any time or from time to time to enforce its rights under this SectionARTICLE 8 shall not in any manner prevent its subsequent enforcement, and the application of any such Rents Lender is not obligated to such Loan Obligations shall not cure or waive any Event of Default or notice of Event of Default hereunder or invalidate any act done pursuant hereto or any such noticecollect anything hereunder, but is accountable only for sums collected. Nothing contained herein shall be cumulative construed as constituting the Lender a mortgagee in possession in the absence of all other rights and remediesthe taking of actual possession of the Property by the Lender pursuant to Section 8.7 (Lender's Right of Possession In Case of Default) hereof. Mortgagor shall not, without In the prior written consent exercise of the powers herein granted to the Lender, further assign the Rents that are assigned to Lender herein, and any such assignment without the express written consent of Lender no liability shall be void as asserted or enforced against Lender (except that the Lender, all such liability being expressly waived and released by Trustor. Notwithstanding any of the provisions of this section, none of the provisions hereof shall cause or effect the sale, transfer and assignment of Accounts shall be permitted to revenues arising from the extent provided in conduct of Trustor's business on the Loan Agreement)Real Property.

Assignment of Rents. All Rents are Borrower does hereby assigned assign and set over unto the Lender as additional security for the indebtedness and other items herein secured, all rents, issues, profits, income and accounts receivable generated through the use by Borrower or others of all or any part of the Mortgaged Property, including any such rents, issues, profits, income and accounts receivable of any business activity conducted by Borrower on or through the use of the Mortgaged Property, as well as the proceeds of all the foregoing. Borrower does hereby appoint the Lender its attorney-in-fact to Lender collect said rents, issues, profits, income and accounts receivable with or without suit and apply the same, less expenses of collection, to be applied against the Loan Obligations said indebtedness, other secured by this Mortgage items and repairs, in such order manner as the Lender may elect; provided, however, that until there be a revocable license is hereby given to Mortgagor (subject to default under the requirement that Lender approve any lease other than leases with residents of the Improvements), unless and until the breach of any covenant or condition terms of this Mortgage (which is not cured within any the applicable cure curative period or the occurrence of any Event of Defaultprescribed herein), Borrower may continue to collect and use such Rents as they become due enjoy said rents, issues, profits, income and payableaccounts receivable giving only an annual accounting to the Note holder for the same. The curing of any default within the period permitted by this Mortgage shall entitle the Borrower to again collect said rents, issues, profits, income and accounts receivable. This assignment of rents, issues, profits, income, and accounts receivable and power of attorney shall be irrevocable and shall be in addition to the other remedies herein provided for in event of default and may be put into effect independently of or concurrently with any of said remedies, but not no liability shall attach to the Lender for failure or inability to collect any rents, issues, profits, income and accounts receivable herein assigned. Assignment, lien, and power of attorney shall apply to all rents, issues, profits, income, accounts receivable choses in advance thereof. This Mortgage constitutes an absolute action and the proceeds of same hereafter accruing from present assignment contracts for deed, purchase agreements, option agreements or leases and rentals of the Rents, subject, however, to the conditional Mortgaged Property and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action business activity conducted from or on the part of either partyMortgaged Property and from all contracts for deed or purchase agreements, option agreements or leases and specifically, Lender shall be entitled, at its option upon rentals and any business activity hereafter made or conducted by the breach of present or any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default hereunder, to collect all such Rents whether or not Lender takes possession future owners of the Mortgaged Property. Exercise by Lender of its rights under this Section, and the application of any such Rents to such Loan Obligations shall not cure or waive any Event of Default or notice of Event of Default hereunder or invalidate any act done pursuant hereto or any such notice, but shall be cumulative of all other rights and remedies. Mortgagor shall not, without the prior written consent of Lender, further assign the Rents that are assigned to Lender herein, and any such assignment without persons entering into contracts for purchase or sale of the express written consent of Lender Mortgaged Property shall be void as against Lender (except that assignment of Accounts shall be permitted take subject to all the extent provided in the Loan Agreement)provisions and conditions hereof.

Assignment of Rents. All Rents are Mortgagor hereby assigned absolutely, presently and unconditionally assign and transfers to Lender Mortgagee all the income, rents, royalties, revenue, issues, profits, and proceeds of the Mortgaged Property, whether now due, past due or to be applied against become due, and hereby gives to and confers upon Mortgagee the right, power and authority to collect such income, rents, royalties, revenue, issues, profits and proceeds. Subject to the terms of the Loan Obligations secured by this Mortgage Documents, ▇▇▇▇▇▇▇▇▇ irrevocably appoint Mortgagee their true and lawful attorney effective upon the occurrence and continuance of an Event of Default hereunder at the option of Mortgagee at any time to demand, receive, and enforce payment, to give receipts, releases, and satisfactions and to sue, either in the name of either of Mortgagor or in the name of Mortgagee, for all such order as Lender may elect; providedincome, howeverrents, that a revocable license is hereby given to Mortgagor (subject royalties, revenue, issues, profits and proceeds and apply the same to the requirement that Lender approve any lease other than leases with residents repayment of the Improvements)indebtedness secured hereby. It is understood and agreed that the foregoing assignment of income, rents, royalties, revenue, issues, profits and proceeds to Mortgagee shall not be deemed to make Mortgagee a “mortgagee-in-possession” or otherwise responsible or liable in any manner with respect to the Mortgaged Property or the use, occupancy, enjoyment or operation of all or any portion thereof, unless and until Mortgagee, in person or by agent, assumes actual possession thereof, nor shall appointment of a receiver for the breach Mortgaged Property by any court at the request of any covenant Mortgagee or condition of this Mortgage which is not cured within any applicable cure period by agreement with Mortgagor or the occurrence of any Event of Default, to collect and use such Rents as they become due and payable, but not in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rents, subject, however, to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action on the part of either party, and specifically, Lender shall be entitled, at its option upon the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default hereunder, to collect all such Rents whether or not Lender takes entering into possession of the Property. Exercise by Lender of its rights under this Section, and the application of any such Rents to such Loan Obligations shall not cure or waive any Event of Default or notice of Event of Default hereunder or invalidate any act done pursuant hereto Mortgaged Property or any part thereof by such noticereceiver be deemed to make Mortgagee a “mortgagee-in- possession” or otherwise responsible or liable in any manner with respect to the Mortgaged Property or the use, but shall be cumulative occupancy, enjoyment or operation of all other rights and remedies. Mortgagor shall not, without the prior written consent of Lender, further assign the Rents that are assigned to Lender herein, and or any such assignment without the express written consent of Lender shall be void as against Lender (except that assignment of Accounts shall be permitted to the extent provided in the Loan Agreement)portion thereof.

Assignment of Rents. All Rents are hereby assigned Trustor irrevocably grants, transfers and assigns to Lender to be applied against Beneficiary, during the Loan Obligations secured by continuance of this Mortgage Deed of Trust, all of Trustor's right, title and interest in such order as Lender may elect; provided, however, that a revocable license is hereby given to Mortgagor (subject and to the requirement that Lender approve any lease other than leases with residents Rents. Notwithstanding such assignment, so long as no Event of Default has occurred and is continuing, Trustor shall have the right to collect, receive, hold and dispose of the Improvements), unless and until the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default, to collect and use such Rents as they the same become due and payable, but not provided that unless Beneficiary otherwise consents in writing: (i) any such Rents paid more than 30 days in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rents, subject, howeverdate when due shall be delivered to Beneficiary and held by Beneficiary in a cash collateral account (over which Beneficiary shall have sole and executive control and right of withdrawal), to be released and applied on the conditional date when due (or, if an Event of Default has occurred and revocable license given to Mortgagor is continuing, at such other time or times and in such manner as Beneficiary may determine), and (ii) if an Event of Default has occurred and is continuing, Trustor's right to collect and use receive the same as provided hereinabove. The foregoing assignment Rents shall be fully operative cease and Beneficiary shall have the sole right, with or without any further action on taking possession of the part of either party, and specifically, Lender shall be entitled, at its option upon the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default hereunderReal Property, to collect all Rents, including those past due and unpaid. Any such collection of Rents whether or not Lender takes possession of the Property. Exercise by Lender of its rights under this Section, and the application of any such Rents to such Loan Obligations Beneficiary shall not cure or waive any Event of Default or notice of Event of Default hereunder default or invalidate any act done pursuant hereto or any to such notice. Failure or discontinuance of Beneficiary at any time, but or from time to time, to collect the Rents shall not in any manner affect the subsequent enforcement by Beneficiary of the right to collect the same. Nothing contained in this Deed of Trust, nor the exercise of the right by Beneficiary to collect the Rents, shall be cumulative deemed to make Beneficiary a "mortgagee in possession" or shall be, or be construed to be, an affirmation by Beneficiary of, or an assumption of all other rights and remedies. Mortgagor shall notliability by Beneficiary under, without or a subordination of the prior written consent Lien of Lenderthis Deed of Trust to, further assign the Rents that are assigned to Lender hereinany tenancy, and any such assignment without the express written consent of Lender shall be void as against Lender (except that assignment of Accounts shall be permitted to the extent provided in the Loan Agreement)lease or option.

Assignment of Rents. All To further secure the Secured Obligations, Borrower does hereby sell, assign and transfer unto the Lender all rents, now due and which may hereafter become due under or by virtue of any Leases or tenancies (collectively "Rents are "), whether written or verbal, or any letting of, or of any agreement for the sale, or occupancy of the Real Property or any part thereof, and all proceeds thereof, now or hereafter existing, whether or not with the Lender's approval. The Borrower does hereby assigned appoint irrevocably the Lender its true and lawful attorney in its name and stead (with or without taking possession of the Property) to Lender to be applied against collect all of said Rents arising from or accruing at any time hereafter, and all now due or that may hereafter become due under each and every of the Loan Obligations secured by this Mortgage in such order as Lender Leases, or other similar agreements, written or verbal, which may elect; providedhereafter exist on the Property, however, that a revocable license is hereby given to Mortgagor (subject to on the requirement condition that Lender approve any lease other than leases with residents of the Improvements), unless and until the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default, hereby grants to Borrower a license to collect and use retain such Rents as they become due and payable, (but expressly not including the right to collect any rents more than one (1) month in advance thereof. This Mortgage constitutes an absolute and present assignment of the Rentsor any amount to prepay, subjectterminate, however, or "buy out" any Leases prior to the conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be fully operative without any further action on the part of either party, and specifically, Lender shall be entitled, at its option upon the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default under the Loan Documents. Borrower expressly covenants to apply the Rents received, after application for operating expenses permitted hereunder, to collect all such Rents whether or not Lender takes possession payment of the PropertySecured Obligations as and when the same become due and in compliance with the Loan Documents. Exercise Such license shall be revocable by Lender without notice to Borrower at any time upon or after an Event of Default under the Loan Documents, and immediately upon any such revocation, Lender shall be entitled to receive, and Borrower shall deliver to Lender, any and all Rents theretofore collected by Borrower which remain in the possession or control of Borrower and all Leases, and other such agreements. It is the intention of the Borrower to create and grant, and it is the intention of Lender to create and receive, a present and absolute assignment of all of the Leases, similar agreements, Rents now due or which may hereafter become due, but it is agreed that the Lender's right to collect the Rents is conditioned upon the existence of an Event of Default under the Loan Documents. Failure of Lender at any time or from time to time to enforce its rights under this SectionARTICLE 8 shall not in any manner prevent its subsequent enforcement, and the application of any such Rents Lender is not obligated to such Loan Obligations shall not cure or waive any Event of Default or notice of Event of Default hereunder or invalidate any act done pursuant hereto or any such noticecollect anything hereunder, but is accountable only for sums collected. Nothing contained herein shall be cumulative construed as constituting the Lender a mortgagee in possession in the absence of all other rights and remediesthe taking of actual possession of the Property by the Lender pursuant to Section 8.7 (Lender's Right of Possession In Case of Default) hereof. Mortgagor shall not, without In the prior written consent exercise of the powers herein granted to the Lender, further assign the Rents that are assigned to Lender herein, and any such assignment without the express written consent of Lender no liability shall be void as asserted or enforced against Lender (except that the Lender, all such liability being expressly waived and released by Borrower. Notwithstanding any of the provisions of this section, none of the provisions hereof shall cause or effect the sale, transfer and assignment of Accounts shall be permitted to revenues arising from the extent provided in conduct of Borrower's business on the Loan Agreement)Real Property.